you can breathe (but the air is running out)
by glitteratiglue
Summary: There's never going to come a time when she doesn't need him; it's because he always uncannily knows just what she needs, even when she can't ask. Set during S4 ep.10 'The Loss'.


**A quick and smutty snippet. Trust me on the friendship tag, guys.**

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It's late and quiet, the room's temperature cool enough to promote optimum sleep, and yet she's no closer to finding rest than to discovering a new alloy of duranium. Deanna kicks off her covers, frustrated, and gets up with a mind to drink something hot and try to get back to sleep.

The stillness of her quarters echoes the stillness in her mind, an empty void where there used to be over a thousand souls, nothing but dead silence where her thoughts once crackled with life and energy. Sometimes it used to give her headaches, especially in times of crisis, when even mental shields honed over a lifetime couldn't keep everyone else out. She remembers the confrontation with the Borg as being a particularly testing time to be an empath; the confusion and terror of people desperately trying to hold together weighed heavily on her, to the point where she could hardly tell where the crew's feelings ended and hers began.

What she wouldn't give to feel that mental pressure now, the ache that isn't her own as the thoughts and emotions of the crew drift in and out of her mind. She picks up the combadge on her bedside table, wonders if she'll ever wear it again and if she even cares. Whenever the _Enterprise_ breaks free of the mysterious life-forms towing it and makes it to a starbase or transport to drop her off, this part of her life will end. Surprisingly, it doesn't make her feel anything; she's numb. More than that, she hates that Will was right, because she _is_ afraid, afraid she'll never feel safe again and that she'll never be able to accept being this lesser person.

The door chime sounds and she jumps; normally she would know exactly who was there, and to not know makes her throat constrict. She swallows, struggling to contain the vulnerability and fear, to push it into that deep place inside her so she won't break. A long moment passes, and the chime sounds again; whoever is outside is clearly impatient.

"Come in." She sets the combadge down.

She sees Will's tall silhouette before he steps into the lamplight, the doors hissing shut behind him.

"It's late, Will."

There's a flash of irritation in his eyes, but he hides it quickly; he's not the best poker player on the ship for nothing.

"I said I'd check in on you."

"I appreciate it, but I'm fine, like I said." Her voice catches, but she's determined that this time she _won't_ cry. "I'm guessing the controlled warp jump didn't –?"

"It didn't work, no. We're still caught by the graviton field. Data's continuing his analysis; there's nothing more to be done until we know more. I'm back on the bridge in the morning."

"Will," she says gently. "You should be asleep right now." He looks tired, nerves frayed, and she feels guilty for keeping him from a rest he so clearly needs.

He dismisses her with an easy grin, and before she even registers it, he's planted himself firmly on her couch and put his boots up on the coffee table.

Will sighs quietly and stretches. "It's nice to take the weight off my feet."

Were she still able to sense his feelings, Deanna guesses that she would sense a relaxed calm emanating from Will. Perhaps she's imagining it, but even without her empathic sense, she feels it anyway and allows it to soothe her. He looks up and regards her, his usual appreciation of her beauty evident in those blue eyes, but there's something more she can't quite place.

It's almost…awkward, as ridiculous as that is when she considers how many nights Will has spent on her couch while they drink, talk, play tri-d chess and flirt and tease each other as much as they can get away with without anything happening. Her sense of him is normally acute enough that she can pick up on those times when they're a little more vulnerable to each other's charms, and accordingly make herself more distant than usual so they don't do anything they'll regret in the morning. It's a system that's worked well for almost five years, and neither of them wants to upset the delicate balance of their friendship.

"Would you like a drink?" she asks, mostly out of wanting to say something to fill the silence.

"I'd love one. A Denevan whiskey, if you don't mind."

She replicates a lemon tea – she's in no mood for synthehol – and his whiskey and hands it to him. He drains the glass, grimacing at the sharpness of the spirit, but it seems to invigorate him, because his shoulders sag and he noticeably relaxes.

"Thanks."

Deanna crosses to the couch and sits beside him, cradles her lemon tea and breathes in the familiar citrus steam.

"Are we going to talk about this?" he says abruptly.

"I thought you'd already said everything." There's a sharpness to the words as they come out that she didn't intend. "Sorry. I didn't mean it like that." She takes a sip of the tea, lets it warm her from the inside out.

A beat passes before he answers. "I know. I'm not here to give you a hard time again – I think you're doing a good enough job of that yourself."

Searching his face, she can find no clue to what's going on within, and it's still so terrifying that she can't even see into _his _mind, the one that she knows best of all. If it wasn't Will, she'd probably ask him to leave right now, but instead she takes the hand he offers, tries to let his physical presence ground her, to believe in the warmth of his skin and the softness of his touch.

"You're tense." He leans back, gestures for her to sit against him. He places strong hands on her shoulders, and she settles against him, her back against his chest as he starts to knead the tight knots she wasn't aware were there until now.

"Ohh." An embarrassed flush rises to her cheeks as the involuntary moan escapes her; she silently thanks all the Betazoid deities in the universe that she isn't looking at Will right now, because she suspects he's smiling.

His hands tighten their grip on her shoulders, pull her upright a little until she's flush against him and thick, powerful thighs are either side of hers. She feels the heat of his breath at the curve of her neck, but it's gone just as quickly, and she tells herself she could have been imagining it. Will never falters in his task, just continues as if he hadn't just pulled her body as close against his as it could possibly go.

Will varies the pressure of his fingers, rubbing soft circles with fingertips then switching to hard swipes with the pads of his thumbs. The tension ebbs from her into the warmth of his hands and her eyes close as she allows herself to sink into the feeling. It's a relief to feel _something_, to immerse herself in Will's skilful massage of her neck and shoulders so that she won't dwell on the fact that she isn't able to sense his feelings.

"Feel good?" It's breathed quietly in her ear, and she nods, feeling a sudden heat between her thighs that has nothing to do with the neck massage.

"Yes...really good. Have you ever thought about doing this professionally?"

Will laughs softly and presses a kiss to her neck, follows it up with a playful bite that makes her squirm ticklishly against him.

"Are you trying to make me more tense, Will?" He laughs, but she can tell he knows _exactly_ what he's doing, damn it, and isn't about to let him get away with it.

"I can think of a better way to release that tension."

The hands on her shoulders turn her, and she resists – she _can't_ look at him, not when he's saying these things – until he smoothly pulls her into his lap and she can feel him against her, tritanium-hard in those Starfleet pants that leave very little to the imagination.

Deanna looks down pointedly, and back up to his face; there's not a trace of embarrassment there, and she's not sure why she ever thought there would be, because it's Will - in terms of being open about his sexuality, he would put most Betazoids to shame, and that's saying something.

She narrows her eyes. "I'm sure you can. But do you really think sleeping together when we're friends is wise?"

"No, you misunderstand, Deanna. Nothing like that. I just thought that maybe I could do…something for you. Beverly's research indicates that exposure to endorphins can speed healing of the Betazoid brain."

"How convenient. Are you going to tell her the results of your experiment?"

He pretends to consider it, running a hand over his beard thoughtfully.

"Let's just say this one's a personal project."

Deanna arches an eyebrow, tries not to smile when Will grins with pure arrogance. And oh, she does_ want _to, but she's afraid it might mean a little too much, make things awkward, or make them lose the easy camaraderie that's taken years to develop between them.

"Let me do something for you, _imzadi_. As a friend. I'm not asking you to sleep with me, this isn't about me."

"You have a strange definition of friendship." Even as she says it, she's reminded that they've never been easy to define, and while they've become good friends, neither would deny the obvious attraction they have to each other.

She meets his eyes and they're twinkling with amusement.

"I never did like to play by the rules." He pauses. "I'm serious."

"We could…" She runs a hand up his thigh, inches from where his cock strains against the fabric.

"No," he says, taking her hand and moving it away. "This is about you."

"Okay." She concedes, leans back into the warmth of his body.

His fingers brush the hem of her nightgown, slide upwards, and she fights back the thought that they're _friends_, and maybe this is a terrible mistake, and how it's more a little strange to feel him do _this_ after so long being careful to never overstep the boundaries of propriety. All those feelings are overridden with breathless anticipation, because maybe it's been a few years, but she remembers how good those fingers can feel. She _needs_ this so much, to anchor herself in pleasure and forget everything else.

"You're so soft," he whispers, and there's almost a reverence in his words – amazement that she's allowing him to touch her like this, and fear of not wanting to say anything that will break the spell. "And it's softer right here –"

Will takes his time; a finger strokes up her thigh and back down while his other hand bunches up the satin and slides over her belly, her hip, avoiding everywhere she most wants him to touch, even the places that once only _he_ knew about. Many years have passed since then, and more than a few lovers, but she's never forgotten how this feels.

"Don't tease."

"Just wanted to make sure you were ready." His whisper in her ear is low, erotic, but still somehow so sweet and considerate that she sighs, reaches for one of his hands and squeezes it. He looks down at their clasped hands and smiles, knowing it's Deanna's way of telling him that she trusts him entirely.

"I've been ready since the first second you touched me," she confesses in a rush, cheeks burning – but what does it matter? He's not going to hold it against her later, and this is clearly a one-time offer.

He lets go of her hand, kisses her neck. "Now, if I remember, you always liked it when I did this," he murmurs, and, without preamble, slides two fingers inside, thick and full; she sighs in pleasure as he starts to gently move them inside her.

"More?" The question's teasing, because she knows what he's asking, and _yes_, she wants him to.

"Mmm, yes." The fingers slip out of her, back up then down to right where she wants him.

She gasps through a soft cry as he runs his hand through already damp curls, finds her clit with wet fingers and presses hard. A shock runs through her; it's pure heat and the sheer relief of being touched like this, of _feeling_ and _knowing_ Will like this; even without sharing his mind she knows he really just wants to make her feel good in a bad situation, and she's so grateful for that.

Her hips shift, trying to press into his hand, but he doesn't move his fingers or let up the pressure.

"Will, _please._" She's never had to say that out loud with him before, and it's oddly erotic to have to be more vocal than she usually is with a lover.

"Please what?" His tone is innocent, but she can feel his lips curving against her neck and can only imagine the wicked grin on his face.

"Please touch me."

"Where?" He pulls his fingers away, and she whimpers in spite of herself. Breathes hot over her neck, enough to make her shudder. Damp fingertips trail up the inside of her thigh, and she can hardly breathe with longing. "Here?" His fingers spread her open, slowly and deliberately, and there's sudden cool air on her clit as it's bared for his touch that makes her gasp. "Here?"

"Uh, yes, right _there,"_ she chokes out as he starts to rub slow circles around her clit, and wonders how it can be that this man knows her so well, even after all this time, that she can feel safe enough with him to let him do this when they can't share a mind.

He's making it about her as much as possible, but can't quite suppress a groan into her ear when she moans unashamedly at how incredible it feels.

"Is that good?" It's a low whisper in her ear, and she can only moan softly in response, to let him know that _yes, _it's more than good.

"Yes," she chokes out, "oh God, yes, harder," he rubs faster and she rocks into his fingers, "yes, like that." Heat coils, rising up her spine and pulling the tension tighter and tighter until it becomes a thread of desperate want, ready to snap at any time.

He keeps his thumb on her clit, slides his fingers down and pushes three inside; she moans softly as he explores her, and louder when he curls those fingers inside her, against that soft place _right there_ that'll make her come apart for him in seconds.

"You still remember," she gasps out, involuntarily shifting her hips so she grazes the outline of his cock where it's pressed against her ass, smiles at his sharp intake of breath in her ear.

"Of course," he says easily, but she can tell he's utterly focused on making her break. She fell for his single-minded confidence all those years ago, and it's still as heady and erotic to her as it was back then – perhaps more so now; he's older and comfortable with who he is, and they're so much more comfortable with their friendship than they used to be.

"Close?" he asks with surprising gentleness, but he must know it anyway from the way she's arching into his hand and shaking against him. She lets her eyes fall shut, loses herself in the heat and pressure, the perfect feeling of Will Riker's thumb on her clit, taking her so close to the edge she can almost taste the release. Deanna isn't sure she's ever needed anything quite so much, and she almost sobs as his fingers still, pausing for just a second, because he knows that if he does that, it'll be even more intense when she does come.

When he starts again, the relief is instantaneous, liquid heat pouring down her spine, and he must remember that when she gets close if he just presses – there – just like that, rubs harder, faster, that she'll…

She digs her nails into the edge of the couch, gripping it for something to hold on to, arching into the delicious pressure of his hand, _fuck, soclosepleasejustabitmore._

"Is this too much? Do you want - ?" It's sweet, how much he wants to please her; it reminds her of how much he cares, and that this is as much about him being her friend as it is about being her lover.

It's all she can do to speak. "Don't stop, just like that, please, I -"

He rubs a little harder, thrusts the fingers deeper inside her, and it's more than enough. White heat spreads through her body in a burning flash, and she comes hard in a wet, slick rush, clenching around Will's fingers, grinding onto his hand and gasping with the sheer _relief_ of it. Of course, he knows - because he knows her so well, even though it's been years - that if he slows his fingers just a little, pushes his thumb against her clit at exactly the right moment, then he can prolong it. Seconds later, she comes all over again, harder than ever, shaking and crying out as the last of the tension floods out of her.

She opens her eyes after a long minute, breathing heavily.

"Okay there?" Even if she can't see it, she hears the obvious satisfaction in his voice and can tell he's grinning.

Deanna twists around, reaches up to draw his face to hers and kiss him. His lips are soft on hers, and the kiss, though brief, is wrought with feeling that she can't sense, but is aware of nonetheless.

"Thank you for making me feel real again, even if just for a second. And it was certainly an amazing second."

He smiles at the compliment, but catches the meaning in her words and there's sadness evident in his face that wasn't there before.

"_Deanna. _You _are_ real. At least to me." His sigh is heavy, and he pulls her against his chest, wraps his arms around her.

"What if it never comes back?" she whispers, hot tears spilling from her cheeks as if they've been there all along.

He buries his face in her hair, holds her close, and she's glad that at least their friendship remains, even if everything else she cares about is gone.

"Shh. Go to sleep," he murmurs, his lips gentle against her forehead.

"Will you stay?"

"Sure. Until they need me."

_Until I don't need you_, is her unspoken answer that she can't make him hear. It doesn't really matter. There's never going to come a time when she doesn't need him; it's because he always uncannily knows just what she needs, even when she can't ask.

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**Alternate title: 'The Finger-Banging Just Friends Fic.' I seriously don't even know where this one came from. Apologise for the odd error, this was a quickie fic.**

**Title from ****_MFEO Part 2: You Can Breathe_**** by Jack's Mannequin.**


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